Software Development Outsourcing Agreement Template for Austria

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Key Requirements PROMPT example:

Software Development Outsourcing Agreement

"I need a Software Development Outsourcing Agreement under Austrian law for outsourcing our mobile banking app development to a third-party provider, with strict data protection requirements and source code escrow provisions, planned to commence in March 2025."

Document background
This Software Development Outsourcing Agreement is designed for use when a company (Client) wishes to engage an external software development provider (Service Provider) under Austrian law. The agreement comprehensively covers all aspects of the outsourcing relationship, from initial development through to delivery and acceptance, incorporating necessary provisions for GDPR compliance, intellectual property protection, and service level commitments. It is particularly suited for medium to large-scale software development projects where clear delineation of responsibilities, robust project management frameworks, and strong legal protections are required. The document structure reflects Austrian legal requirements while incorporating international best practices in software development outsourcing.
Suggested Sections

1. Parties: Identification and details of the contracting parties (client and service provider)

2. Background: Context of the agreement and general purpose of the software development project

3. Definitions: Detailed definitions of technical and legal terms used throughout the agreement

4. Scope of Services: Detailed description of the software development services to be provided

5. Project Methodology and Management: Development methodology, project phases, and management structure

6. Timeline and Deliverables: Project timeline, milestones, and specific deliverables

7. Acceptance Testing: Procedures for testing and accepting deliverables

8. Payment Terms: Pricing, payment schedule, invoicing, and payment methods

9. Intellectual Property Rights: Ownership and licensing of developed software and pre-existing IP

10. Data Protection and Security: GDPR compliance, data handling, and security requirements

11. Confidentiality: Protection of confidential information and trade secrets

12. Warranties and Representations: Warranties regarding services, deliverables, and general representations

13. Liability and Indemnification: Limitation of liability and indemnification obligations

14. Term and Termination: Duration of agreement and termination provisions

15. General Provisions: Standard legal provisions including governing law, jurisdiction, and notices

Optional Sections

1. Source Code Escrow: Provisions for source code escrow arrangements, used when client requires additional security

2. Change Control: Formal process for managing changes to project scope or requirements, needed for larger projects

3. Service Levels: Specific performance metrics and service levels, included when ongoing maintenance is part of the scope

4. Business Continuity: Disaster recovery and business continuity requirements, important for critical systems

5. Personnel and Subcontracting: Rules regarding key personnel and use of subcontractors, needed when specific expertise is crucial

6. Knowledge Transfer: Provisions for training and knowledge transfer, important when client plans to take over maintenance

7. Non-Solicitation: Restrictions on hiring each other's employees, used when protecting against talent poaching is important

8. Export Control: Compliance with export control regulations, needed for international projects

9. Insurance: Specific insurance requirements, important for high-value or high-risk projects

Suggested Schedules

1. Schedule A - Statement of Work: Detailed technical specifications and requirements for the software development project

2. Schedule B - Project Plan: Detailed project timeline, milestones, and resource allocation

3. Schedule C - Pricing and Payment Schedule: Detailed breakdown of costs, payment milestones, and rate cards

4. Schedule D - Service Levels and KPIs: Detailed performance metrics and measurement criteria

5. Schedule E - Technical Requirements: Specific technical standards, platforms, and compatibility requirements

6. Schedule F - Testing and Acceptance Criteria: Detailed testing procedures and acceptance criteria for deliverables

7. Schedule G - Data Processing Agreement: GDPR-compliant data processing terms and security requirements

8. Schedule H - Personnel and Key Contacts: List of key personnel, roles, and contact information

9. Appendix 1 - Form of Change Request: Template for submitting and approving change requests

10. Appendix 2 - Security Policies: Detailed security requirements and procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Software Development

Financial Services

Healthcare

E-commerce

Manufacturing

Telecommunications

Professional Services

Banking

Insurance

Retail

Education

Government and Public Sector

Automotive

Energy and Utilities

Relevant Teams

Legal

Information Technology

Procurement

Software Development

Project Management

Compliance

Information Security

Vendor Management

Operations

Risk Management

Digital Transformation

Technical Operations

Relevant Roles

Chief Technology Officer

IT Director

Head of Software Development

Procurement Manager

Legal Counsel

Contract Manager

Project Manager

Software Development Manager

Chief Information Officer

Chief Legal Officer

Data Protection Officer

IT Procurement Specialist

Vendor Management Officer

Chief Operating Officer

Technical Program Manager

Head of Digital Transformation

IT Compliance Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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